Common use of Limitations on Demand and Piggyback Rights Clause in Contracts

Limitations on Demand and Piggyback Rights. (i) Any demand for the filing of a registration statement or for an underwritten offering or shelf “takedown” will be subject to the constraints of any applicable “clear market” or lockup arrangements, and such demand must be deferred until such “clear market” or lockup arrangements no longer apply. If a demand has been made for a non-shelf registered underwritten offering or for an underwritten shelf “takedown”, no further demands may be made so long as such offering or takedown is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Carlyle Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the Shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than Shares, even if such securities are convertible into or exchangeable or exercisable for Shares.

Limitations on Demand and Piggyback Rights. (ia) Any demand for the filing of a registration statement or for an underwritten a registered offering or shelf “takedown” takedown will be subject to the constraints of any applicable “clear market” or lockup arrangementsrestrictions, and such demand must be deferred until such “clear market” lockup restrictions expire, are waived or lockup arrangements otherwise no longer apply. If a demand has been made for a non-shelf registered underwritten offering or for an underwritten shelf “takedown”, no further demands may be made so long as such the related offering or takedown is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Carlyle Stockholders Shareholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) of shares covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and salessales or any registration statement filed solely to cover issuances pursuant to a dividend reinvestment plan, (ii) where the Shares shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than Sharesshares, even if such securities are convertible into or exchangeable or exercisable for Sharesshares that are registered as part of such offering.